This document is an excerpt translation of the Japanese original and it is for reference purpose only. In the event of any
discrepancy between this English version and the Japanese original, the original shall prevail. KOMEDA Holdings Co.,
Ltd. assumes no responsibility for this translation, or for direct, indirect or any other forms of damages arising from thetranslation.

To Shareholders

Securities Code: 3543
May 10, 2022
Okitane Usui
Representative Director, President & CEO

KOMEDA Holdings Co., Ltd.
3-12-23, Aoi, Higashi-ku,
Nagoya, Aichi, JAPANNOTICE OF CONVOCATION OF
THE 8TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 8th Ordinary General Meeting of Shareholders of KOMEDA Holdings Co., Ltd.
(hereafter the “Company”), which will be held as set forth below.
We place top priority on the safety and security of our shareholders. To prevent the spread of the COVID-19,
we recommend that you refrain from attending the General Meeting of Shareholders in person and instead
exercise your voting rights either in writing or electronically (via the internet) by 6:00 pm (JST) on Tuesday,
May 24, 2022.
1. Date and Time:

10:00 am (JST) on Wednesday, May 25, 2022
(Reception is scheduled to start at 9:00 am.)

2. Place:

Banquet Room “Nago” 3rd Floor
Nagoya Kanko Hotel
1-19-30 Nishiki, Naka-ku, Nagoya, Aichi

3. Purpose of the Meeting:
Matters to be Reported:
1. The business report, the consolidated financial statements and audit results on consolidated
financial statements by Accounting Auditors and the Audit & Supervisory Committee for fiscal
2021 (March 1, 2021 to February 28, 2022)
2. The non-consolidated financial statements for fiscal 2021 (March 1, 2021 to February 28, 2022)
Proposals to be Resolved:
Proposal 1: Partial Amendments to the Articles of Incorporation (Part 1)
Proposal 2: Partial Amendments to the Articles of Incorporation (Part 2)
Proposal 3: Election of Five (5) Directors (excluding Directors who are Audit & Supervisory
Committee Members
Proposal 4: Election of Two (2) Directors who are Audit & Supervisory Committee Members-1-

4. Introductions for Exercising Voting Right: Please see page 3.
5. Matters posted on the Company website
The following matters are posted and available on the Company’s website below, in accordance with laws
and regulations as well as the provision in Article 14 of the Articles of Incorporation. Therefore, they are
not included in this Notice of Convocation of this Ordinary General Meeting of Shareholders.
In the Business Report:- Status of employees- Status of major lenders- Matters related to subscription rights to shares- Status of Accounting Auditor- System to ensure the properness of business
operations and overview of operational status- Policy on determination of dividends of surplus
and others

In the Consolidated Financial Statements:- Consolidated Statements of Changes in Equity- Notes to the Consolidated Financial Statements- Accounting Auditors’ Report on theConsolidated Financial Statements
In the Non-Consolidated Financial Statements:- Statements of Changes in Net Assets- Notes to the Non-Consolidated Financial
Statements

In addition, these items are included in the Consolidated and Non-Consolidated Financial Statements
audited by the Accounting Auditors in the course of preparing the Accounting Auditors’ Report, and in theBusiness Report, Consolidated and Non-Consolidated Financial Statements audited by Audit & Supervisory
Committee in the course of preparing Audit Report.
Notes:• When changes occur regarding operation of the General Meeting of Shareholders due to unexpected
reasons, a notice will be posted on the Company’s website.
• When attending the Meeting in person, please present the enclosed Voting Rights Execution Form at thereception counter.
• Should any modification to the Reference Documents for the General Meeting of Shareholders, Business
Report, Consolidated Financial Statements, and Non-consolidated Financial Statements occur, thematters after modification will be posted on the Company’s website.
• Gifts, beverages, and paper version of the Notice of Convocation of the 8th Ordinary General Meetingof Shareholders will not be provided in the venue.
• The results of resolutions will be announced on the Company’s website.
Company’s Website (available in Japanese):https://www.komeda-holdings.co.jp/ir/meeting.html-2-

Instructions for Exercising Voting Rights
Voting rights at the General Meeting of Shareholders are important rights of shareholders.
Please review the Reference Documents of the General Meeting of Shareholders below and exercise your voting
rights.
Voting rights may be exercised by attendance, mail or via the internet.
In the event voting rights are exercised more than once:(1) If the voting right is exercised both via the internet and by mail, only the exercise of the voting right via
the internet shall be valid.
(2) If the voting right is exercised more than once via the internet, only the last exercise of the voting rightshall be valid.
1. When exercising voting rights via INTERNET
Exercise due date:No later than 6:00 p.m.,on Tuesday, May 24, 2022 (JST)Please access the Voting Rights Exercise Website from your computer or smartphone as follows andindicate whether you are for or against each of the items.
Log in from your smartphone
1. Scan the QR Code at the lower right-hand side of the Voting Rights Exercise Form.
- It is not necessary to type a burdensome code or password.
- You can exercise your voting rights only one time by scanning the QR Code to log in.
- If exercising voting rights more than once, use the instructions in “Log in from your computer, etc.”- QR Code is a registered trademark of DENSO WAVE INCORPORATED.
2. Then, please indicate whether you are for or against each of the items by following the directions on
the website.
Log in from your computer, etc.
Voting Rights Exercise Website: https://www.web54.net
1. Access the Voting Rights Exercise Website.
2. Fill in the “Code” described on the lower right-hand side of the Voting Rights Exercise Form, andthen, fill in the “password” provided on the lower right-hand side of the Voting Rights Exercise Form.
3. Register a new password.
4. Then, please indicate whether you are for or against each of the items following the directions on thewebsite.
If you have any enquiries on systems, etc., please contact the Help Desk shown below.
Web support, Sumitomo Mitsui Trust Bank, Limited.
Tel: 0120-652-031 (Toll-free, Japanese-language only)(Business hours: 9:00 to 21:00)
To institutional investors:
KOMEDA participates in the electronic voting rights exercise platform operated and administered by
ICJ, Inc.

-3-

2. When exercising voting rights by MAIL
Exercise due date:
To be returned to us no later than 6:00 p.m.,on Tuesday, May 24, 2022 (JST)Please indicate whether you are “for “or “against” each of the items on the Voting Rights Exercise Formand return it to us. If there is no indication of for or against on each proposal, it shall be deemed that you
have voted for the proposal.
Guide to filling in the Voting Rights Exercise Form:
Please indicate for or against about each item.
- Proposal 1 and 2
When you are for the proposed item, mark ○ in the “for” box, and when you are against the item,
mark ○ in the “against” box.
- Proposal 3 and 4
When you are for all of the candidates in the item, mark ○ in the “for” box, and when you are against
all of the candidates, mark ○ in the “against” box.
If you are against certain candidates, mark ○ in the “for” box, and also write the candidate number
for each candidate you are against inside the parentheses.
3. When exercising voting rights by ATTENDANCE
Date and Time of the Meeting:
10:00 am, on Wednesday,
May 25, 2022 (JST)(Reception is scheduled to start at 9:00 am.)Please submit the Voting Rights Exercise Form to the reception counter at the Meeting.

-4-Reference Documents for the General Meeting of Shareholders
Proposal and Reference Information
Proposal 1: Partial Amendment to the Articles of Incorporation (Part 1)
1. Reason of the Amendment
The Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts
(Act No. 70 of 2021) was enforced on June 16, 2021, enabling listed companies to hold a general meetingof shareholders with its venue undesignated (i.e., so-called “virtual-only” shareholders’ meeting) undercertain conditions, if such is defined in their articles of incorporation. Allowing for the event of large-scaledisasters such as the spread of infectious diseases and natural disasters as well as an increasingly digitizedsociety, we believe that expanding choices for the method of holding the General Meeting of Shareholders
should contribute to the interests of our shareholders, and thus propose to amend Article 11 of the Articles
of Incorporation to be able to hold the General Meeting of Shareholders at an undesignated venue.
As to the amendment to the Articles of Incorporation proposed in this Proposal, it has been confirmed by
the Minister of Economy, Trade and Industry and the Minister of Justice pursuant to the Ordinance of the
Ministry of Economy, Trade and Industry and the Ordinance of the Ministry of Justice that the requirements
as set forth in the Ordinances as a case, which serves for strengthening industrial competitiveness whileconsideration is given to the interests of shareholders, are met.
2. Details of the Amendments
The contents of the amendment are as follows.
Current
Article 11 (Convocation)
The Company's Ordinary General Meeting of
Shareholders shall be convened in May of eachyear, and the Extraordinary General Meeting of
Shareholders shall be convened as needed.
(Newly introduced)(Underline indicates amended portions.)
Proposed Amendments
Article 11 (Convocation)
1. The Company's Ordinary General Meeting of
Shareholders shall be convened in May of eachyear, and the Extraordinary General Meeting of
Shareholders shall be convened as needed.
2. The Company may hold its General Meeting of
Shareholders at an undesignated venue.

-5-

Proposal 2: Partial Amendments to the Articles of Incorporation (Part 2)
1. Reason of the Amendment
The amending provisions provided in the proviso to Article 1 of the Supplementary Provisions of the Act
for Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced on September 1, 2022. To
prepare for the implementation of an electronic provision system for documents for the General Meeting of
Shareholders, the Company proposes to make the following amendments to the Articles of Incorporation of
the Company.
(1) Proposed amended Paragraph 1 of Article 14 stipulates that Measures for provision in electronic format
shall be taken with respect to the information contained in the reference documents, etc. for General
Meeting of Shareholders.
(2) Proposed amended Paragraph 2 of Article 14 limits the scope of the matters to be listed in the
documents to be delivered to shareholders who have requested the delivery of documents in paperbased format.
(3) The provisions in respect of disclosure by way of the internet and deemed provision of reference
documents, etc. for a General Meeting of Shareholders (Article 14 of the current Articles ofIncorporation) will no longer be required and will be deleted.
(4) In line with the above additions and deletions, supplementary provisions concerning the effective dateand related matters will be incorporated.
2. Details of the Amendments
The contents of the amendment are as follows.
(Underline indicates amended portions.)
Proposed amendments(Deleted)

Current
Article 14 (Deemed provision of reference documents,
etc. of General Meeting of Shareholders as
Internet Disclosure)
In connection with convocation of a General
Meeting of Shareholders, the Company may deemthat any information relating to the matters to be
described or shown in the reference documents for
the General Meeting of Shareholders, business
reports, financial statements, and consolidated
financial statements, is provided to theshareholders by disclosing such information by
way of the internet in accordance with the relevant
Order of the Ministry of Justice.
(Newly established)

Article 14 (Measures for Provision in Electronic
Format, etc.)
1. In connection with convocation of a General
Meeting of Shareholders, the Company shall takemeasures for provision in electronic format of theinformation contained in the reference documents,
etc. for the General Meeting of Shareholders.
2. Of the matters for which the measures forprovision in electronic format will be taken, theCompany may omit to list all or part of the mattersas stipulated in the Ordinance of the Ministry ofJustice in the documents that will be delivered toshareholders who have requested the delivery of
documents in paper form by the record date ofvoting rights.

-6-

(Newly established)

Article 42 (Transitional Measures Concerning
Measures for Provision in Electronic
Format, etc.)
1. The deletion of Article 14 of the current Articles ofIncorporation (Disclosure by way of the Internetand Deemed Provision of Reference Documents,
etc. for a General Meeting of Shareholders) andthe addition of the proposed amended Article 14(Measures for Provision in Electronic Format, etc.
shall become effective as of September 1, 2022,
the effective date of the amended provisions
stipulated in the proviso to Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Law No. 70 of2019).
2. Notwithstanding the provisions of the preceding
Paragraph, Article 14 of the current Articles ofIncorporation shall remain in effect with respect toa General Meeting of Shareholders to be held
within the period of six (6) months from
September 1, 2022.
3. This Supplementary Provision shall be deleted on
the date when six (6) months have elapsed from
September 1, 2022, or three (3) months haveelapsed from the date of the General Meeting of
Shareholders set forth in the preceding paragraph,
whichever is the later.

-7-

Proposal 3: Election of Five (5) Directors (excluding Directors who are Audit & Supervisory Committee
Members
The terms of office of all five (5) Directors (excluding directors of Audit & Supervisory Committee members;
the same shall apply hereinafter in this proposal.) will expire at the conclusion of this Ordinary General Meetingof Shareholders. Accordingly, the Company proposes the election of five (5) Directors.
In March 2022, the Company voluntarily established the Independent Advisory Committee comprising four (4)independent outside directors, as an advisory council to the Board of Directors, to increase transparency,
objectivity, and timeliness in determining candidates for directors. The Independent Advisory Committee
deliberated the appropriateness of the candidates for director, and based on the opinion from the Independent
Advisory Committee, the Company selected the candidates for director.
Also, the Audit & Supervisory Committee has considered this proposal, and the Company has obtained theopinion that each candidate is qualified as a director of the Company. The candidates for Director are as follows:
Candidate Number:

1
Reappointment
Name:
Okitane Usui

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Apr. 1983
Oct. 1993
Jun. 1999
Apr. 2002
Apr. 2003
Mar. 2006
May 2008
Jun. 2012
Jul. 2013
Nov. 2014
Nov. 2018
Oct. 2019
May 2020

Date of Birth:
October 31, 1958
Number of shares
owned:
161,500

Nov. 2020
Mar. 2022

The Sanwa Bank, Ltd. (Former company of Mitsubishi UFJ Bank)SEGA Enterprises
Partner, CRIMSON VENTURES LLP
Department Manager of Equipment Department, NIKE Japan
Division Manager of Retail Sales, NIKE Japan
COO, McDonald’s Japan
President & COO, SEGA CORPORATION
Vice President, Head of East Asia Region, GROUPON, Inc.
Representative Director and President & CEO, KOMEDA Co., Ltd
Representative Director and President & CEO, KOMEDA Holdings Co., Ltd.
(To the present)
Director, Komeda Yummy Co., Ltd. (To the present)
Independent Outside Director, Ateam Inc. (To the present)
Representative Director, President & CEO, and in charge of Sustainability,
Human Resources and General Affairs Division, KOMEDA Co., Ltd.
Representative Director, President & CEO, and in charge of Production andSustainability Division, KOMEDA Co., Ltd.
Representative Director, President & CEO, and in charge of Customer Relations
Division, KOMEDA Co., Ltd. (To the present)

Significant concurrent positions:- Representative Director, President & CEO, and in charge of Customer Relations Division,
KOMEDA Co., Ltd.
- Director, Komeda Yummy Co., Ltd.
- Independent Outside Director, Ateam Inc.
Reasons for nomination as a candidate for Director:
Mr. Okitane Usui, after obtaining an MBA in the United States, has a wealth of experience,achievements, insights, and knowledge on financial accounting as a manager, including serving
as the President & CEO of entertainment/consumer companies and KOMEDA Co., Ltd., asubsidiary of the Company, and is considered to be a candidate for director because he is suitable
for advancing the Company's management.

-8-

Candidate Number:2
Reappointment
Name:
Yuichi Amari

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Apr. 1985
Jul. 2006
Oct. 2006
Apr. 2010
Apr. 2011
Aug. 2011
Apr. 2017
Apr. 2019
Dec. 2019
Mar. 2020
May 2020
Nov. 2020
May 2021

Date of Birth:
April 1, 1963
Number of shares
owned:
10,070Oct. 2021
Mar. 2022

The Sanwa Bank, Ltd. (Former company of Mitsubishi UFJ Bank)
Executive Officer, SEGA SAMMY HOLDINGS INC.
Director, Sammy Corporation
Managing Director, Division Manager of Sales Division, Sammy Corporation
Representative Director and Senior Managing Director, Division Manager ofSales Division, Sammy Corporation
President & CEO, TAIYO ELEC Co., Ltd.
Senior Executive Officer, SEGA SAMMY HOLDINGS INC.
Director in charge of Corporate Division, Sammy Corporation
Advisor, KOMEDA Co., Ltd.
Director, Division Manager of Sales Division, KOMEDA Co., Ltd.
Director, KOMEDA Holdings Co., Ltd.
Senior Managing Director, Division Manager of Sales Division, and in chargeof Human Resources and General Affairs Division, KOMEDA Co., Ltd.
Representative Director, Vice President, KOMEDA Holdings Co., Ltd. (To thepresent)
Representative Director, Vice President, Division Manager of Sales Division,and in charge of Human Resources and General Affairs Division, KOMEDA
Co., Ltd.
Representative Director, Vice President, Division Manager of Sales Division,and in charge of Human Resources Division, KOMEDA Co., Ltd.
Representative Director, Vice President, and in charge of Human Resources
Department, KOMEDA Co., Ltd. (To the present)

Significant concurrent positions:Representative Director, Vice President, and in charge of Human Resources Department,
KOMEDA Co., Ltd.
Reasons for nomination as a candidate for Director:
Mr. Yuichi Amari has extensive experience in the sales field, including serving as a branchmanager of a bank. He was the sales division manager of an entertainment and consumer
products companies and is the vice president of KOMEDA Co., Ltd., a subsidiary of theCompany. He has a track record of expanding business with many business partners regardlessof the type of business or format, and has a wealth of experience, insight, and knowledge offinancial accounting. The Company has considered that as member of the Board of Directors of
the Company, he will be able to make appropriate decisions based on the above experience,achievements, insights, and to make prompt decisions for the entire business of the Company,
so it has appointed him as a candidate for Director.

-9-Candidate Number:

3

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Apr. 1993

Reappointment
Name:
Naoki Kitagawa

Apr. 2000
Jun. 2014
May 2017
May 2019
Mar. 2022

Fuji Denki Sosetsu Co., Ltd. (Former company of Fuji Furukawa Engineering& Construction Co., Ltd.)
Joined KOMEDA Co., Ltd.
Executive Officer, KOMEDA Co., Ltd.
Director and Division Manager of Store Development Division, KOMEDA Co.,Ltd.
Director, KOMEDA Holdings Co., Ltd. (To the present)
Director in charge of Sales, Store Development and Construction, andFranchisee Support Division, KOMEDA Co., Ltd. (To the present)

Significant concurrent positions:
Director in charge of Sales, Store Development and Construction, and Franchisee Support
Division, KOMEDA Co., Ltd.

Date of Birth:
May 26, 1970
Numberowned:

ofshares25,950Candidate Number:

4
Reappointment
Name:
Tomohide Yamamoto

Reasons for nomination as a candidate for Director:
Mr. Naoki Kitagawa joined KOMEDA Co., Ltd., a subsidiary of the Company, in 2000, gaining
experience in sales and store operations. He is responsible for the sales and store development
departments, and has a deep knowledge of the Company’s business, as well as a wealth ofexperience, achievements, and insights related to store development.
The Company has considered that as a member of the Board of Directors of the Company, hewill be able to make appropriate decisions based on the above experience, achievements,
insights, and to make prompt decisions for the entire business of the Company, so it has
appointed him as a candidate for Director.

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Apr. 1989
Oct. 2003
Aug. 2010
Oct. 2013
Jun. 2015
May 2017
Mar. 2018
May 2019
May 2020
Mar. 2022

Date of Birth:January 27, 1967
Number of shares
owned:
7,450

Daiwa Jitsugyo Group (Former company of Daiwa Exceed Co., Ltd.)
Doutor Coffee Co., Ltd.
General Manager of Management Quality Department, SUPER HOTEL Co.,
Ltd.
General Manager of Sales Promotion Department, KOMEDA Co., Ltd.
Executive Officer, KOMEDA Co., Ltd.
Director and Division Manager of Sales Division, KOMEDA Co., Ltd.
Director and Division Manager of Marketing Division, KOMEDA Co., Ltd.
Director, KOMEDA Holdings Co., Ltd. (To the present)
Director and Division Manager of Business Promotion Division, KOMEDA
Co., Ltd.
Director and Management of Production Division, Product Management
Division and Marketing Division, KOMEDA Co., Ltd. (To the present)

Significant concurrent positions:
Director and Management of Production Division, Product Management Division andMarketing Division, KOMEDA Co., Ltd.
Reasons for nomination as a candidate for Director:
Mr. Tomohide Yamamoto has been involved in the restaurant and franchise business for many
years at other companies in the industry as well as at KOMEDA Co., Ltd., a subsidiary of theCompany, he has been responsible for sales improvement of existing stores and new products
development as a division manager of Sales, and Marketing Division. He has a wealth ofexperience, achievements and insights cultivated through such business execution.
The Company has considered that as a member of the Board of Directors of the Company, hewill be able to make appropriate decisions based on the above experience, achievements,
insights, and to make prompt decisions for the entire business of the Company, so it has
appointed him as a candidate for Director.

- 10 -

Candidate Number:

5
Reappointment
Name:
Hiroki Shimizu

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Oct. 1998
Jun. 2002
Sep. 2014
Nov. 2014
Apr. 2016
May 2017

May 2019
May 2020

Date of Birth:
August 19, 1973
Number of shares
owned:
25,490Oct. 2021
Mar. 2022

Showa Ota & Co. (Former company of Ernst & Young ShinNihon LLC)
Registered as a Certified Public Accountant
Outside Auditor, KOMEDA Co., Ltd.
Outside Auditor, KOMEDA Holdings Co., Ltd.
Outside Director as a member of Audit & Supervisory Committee, KOMEDA
Holdings Co., Ltd.
Deputy Division Manager of Administration Headquarters, KOMEDA
Holdings Co., Ltd.
Director and Deputy Division Manager of Business Strategy Division,
KOMEDA Co., Ltd.
Director and Deputy Division Manager of Administration Headquarters,
KOMEDA Holdings Co., Ltd.
Director and CFO, Division Manager of Administration Headquarters,
KOMEDA Holdings Co., Ltd. (To the present)
Director and Division Manager of Business Strategy Division, KOMEDA Co.,Ltd.
Director, Division Manager of Business Strategy Division, and in charge ofGeneral Affairs Department, KOMEDA Co., Ltd.
Director in charge of Business Strategy, Administration Division and General
Affairs Department, KOMEDA Co., Ltd. (To the present)

Significant concurrent positions:
Director in charge of Business Strategy, Administration Division and General Affairs
Department, KOMEDA Co., Ltd.
Reasons for nomination as a candidate for Director:
Mr. Hiroki Shimizu is a former outside director (Audit & Supervisory Committee member) of
the Company, and in addition to being familiar with the overall business of the Company, he isalso the director in charge of the Business Strategy Division and its operating subsidiary,
KOMEDA Co., Ltd. With a high level of expertise and compliance as a certified public
accountant, he participates in management from a wide range of positions regarding business
management and financial strategy.
The Company has considered that as a member of the Board of Directors of the Company, hewill be able to make appropriate decisions based on the above experience, achievements,
insights, and to make prompt decisions for the entire business of the Company, so it has
appointed him as a candidate for Director

Note 1:
Note 2:

There are no special interests between each candidate and the Company.
The Company has entered into a directors and officers liability insurance contract with an insurancecompany to insure all Directors. The insurance contract covers damages that may arise from any
improper acts (including omissions) by the insured Director, based on assuming his/her
responsibilities for the performance of their duties or receiving claims in pursuit of such
responsibilities, although the Company bears all insurance premiums for the insured.
If this proposal is approved and each candidate becomes a Director, each candidate will be theinsured in the insurance contract. The Company plans to renew the insurance contract with the sameterms and conditions during the terms of office.

- 11 -

Proposal 4: Election of Two (2) Directors who are Audit & Supervisory Committee Members
The term of office of two (2) Directors of Audit & Supervisory Committee member, Mr. Yasuhisa Ishikawa and
Ms. Yoko Yoshimoto, will expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, the Company proposes the election of two (2) Directors who are Audit & Supervisory Committee
members.
Based on the opinion from the Independent Advisory Committee, the Company decided the candidates for
directors who are Audit & Supervisory Committee Members. The Audit & Supervisory Committee has
previously given its consent to this proposal. In addition, the Company obtained the opinion from the Audit &Supervisory Committee, that each candidate is qualified as a director who is a member of the Audit &Supervisory Committee of the Company, based on its deliberation.
The candidates for Directors who are the Audit & Supervisory Committee member are as follows:
Candidate Number:

1
Reappointment
OutsideIndependent
Name:

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Apr. 1984
Aug. 1990
Jul. 2011
Jul. 2017
Apr. 2019

Yoko Yoshimoto

Apr. 2020
Apr. 2020

Brother Industries, Ltd.
Sanwa Research Institute Cooperation (Former Company of Mitsubishi UFJ
Research and Consulting Co., Ltd.)Principal Analyst of Mitsubishi UFJ Research and Consulting Co., Ltd. (To thepresent)
Outside Director (Audit & Supervisory Committee member) of KOMEDA Co.,
Ltd. (To the present)
Member of Technical Committee of NEDO (New Energy and Industrial
Technology Development Organization) (To the present)
Member of Provisional Committee of the Industrial Structure Council of the
Ministry of Economy, Trade and Industry
Member of Phase 2 Task Evaluation Working committee of Cross-ministerial
Strategic Innovation Promotion Program (To the present)

Significant concurrent positions:
Principal Analyst of Mitsubishi UFJ Research and Consulting Co., Ltd.

Date of Birth:
October 11, 1961
Numberowned:

of-sharesReasons for nomination as a candidate for Director (Outside Director) who is Audit &Supervisory Committee member, and summary of expected roles:
Ms. Yoko Yoshimoto is engaged in research on political and industrial measures for small andmedium-sized enterprises at a think tank, and is active in various committees of national andlocal governments. In addition, since she is from Nagoya, she has a perspective as a customerof KOMEDA’s Coffee, and she is expected to contribute to the decision-making of the Board of
Directors and the strengthening of the effectiveness of the supervisory function. Together withthe above-mentioned extensive experience and insight, she is considered to be a candidate for a
Director (Outside Director) who is Audit & Supervisory Committee member.
Although she has never been involved in corporate management beyond serving as an outside
director, the Company determines that she can appropriately perform her duties as an outside
director for the above reasons.
Reason for judging independence:
There is no business relationship between the Company and her concurrent positions, and there
are no other special interests.

- 12 -

Candidate Number:2
New appointment
OutsideIndependent
Name:
Chiaki Oda

Date of Birth:
June 7, 1985
Numberowned:

of

Note 1:
Note 2:

Note 3:Note 4:Note 5:

sharesBrief personal profile, position and responsibility in the Company, and significant concurrent
positions:
Dec. 2012
Jan. 2013
Oct. 2015
Mar. 2016
Sep. 2016

Registration as Attorney-at-Law (Aichi Bar Association)
Shobu Law Office (Former office of Shobu LPC) (To the present)
Nagoya University, Graduate School of Law, Adjunct Lecturer
Member of the Japan Federation of Bar Associations support center for small
and medium-sized companies (To the present)
Nagoya Kita-ward Environmental Council (To the present)

Significant concurrent positions:Shobu LPC, Attorney-at-Law
Reasons for nomination as a candidate for Director (Outside Director) who is Audit &Supervisory Committee member, and summary of expected roles:
Ms. Chiaki Oda has a high level of expertise, experience, and insight as a lawyer in the field ofoverseas business development and M&A as set forth in the Company's medium-term businessplan VALUES 2025. In addition, since she is from and lives in Nagoya, she has a perspective asa customer of KOMEDA’s Coffee, and she is expected to contribute to the decision-making of
the Board of Directors and the strengthening of the effectiveness of the supervisory function.
Together with the above-mentioned extensive experience and insight, she is considered to be a
candidate for Director (Outside Director) who is Audit & Supervisory Committee member.
Although she has never been involved in corporate management beyond serving as an outside
director, the Company determines that she can appropriately perform her duties as an outside
director for the above reasons.
Reason for judging independence:
There is no business relationship between the Company and her concurrent positions, and there
are no other special interests.

Ms. Yoko Yoshimoto and Ms. Chiaki Oda are the candidates for Outside Directors.
In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into
an agreement with Ms. Yoko Yoshimoto to limit the liability for damages under Article 423,
Paragraph 1 of the Companies Act. If the appointment of Ms. Yoko Yoshimoto is approved, theagreement with her will be continued. In addition, if the appointment of Ms. Chiaki Oda isapproved, the company plans to conclude such an agreement with her. The maximum amount ofliability for damages based on the contract is the minimum liability limit stipulated by laws andregulations.
In order to secure excellent human resources and prevent the atrophy of execution of duties, theCompany has concluded a liability insurance contract with an insurance company for all directors.
If Ms. Yoko Yoshimoto and Ms. Chiaki Oda are appointed as Directors who are Audit &Supervisory Committee members, they will be included as insured persons under the liability
insurance contract. The outline of the agreement is as described on page 11 (Note 2) of this Notice.
Ms. Yoko Yoshimoto is currently an outside director of the Company, and her tenure will be 4 years
and 11 months at the conclusion of this Ordinary General Meeting of Shareholders.
Ms. Yoko Yoshimoto and Ms. Chiaki Oda meet the requirements of an independent director basedon the provisions of the listed stock exchange. The Company plans to register continuously Ms.
Yoko Yoshimoto, and newly Ms. Chiaki Oda, as independent directors.

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Corporate Governance Structure of the Company

Independent Advisory Committee

The Independent Advisory Committee comprises all
independent outside directors (Audit & Supervisory
Committee members), and in order to respond to therelevant principles (*) of the Corporate Governance Code,it provides opinions from an independent standpoint inresponse to the inquiries of the Board of Directors and themember exchanges the information for supervision of theBoard of Directors. It convenes two times per year, inprinciple.

HR Development Strategy Committee

The HR Development Strategy Committee comprises
all directors (excluding Audit & Supervisory
Committee members), and deliberates and responds tothe inquiries from the Representative Director,
President & CEO as to the nomination of the candidates
for director and the strategy of human resources
development for sustainable growth of the Company. It
convenes quarterly, in principle.

* Principle 3-1 (iii), Principle 3-1 (iv), Replenishment Principle 4-1 (3), Replenishment Principle 4-2 (1),Principle 4-3, Replenishment Principle 4-3 (1), Replenishment Principle 4-3 (2), Replenishment Principle 43 (3), Replenishment Principle 4-11 (1)* The Sustainability Promotion Committee convenes once a quarter as an organization that deliberates oncontributions to the resolution of social issues.
* The Risk Countermeasures and Compliance Committee convenes once a quarter as an organization that
deliberates on internal controls, risk management and other matters.
Skills matrix of Board of Directors once Proposal 3 and 4 are approved.
Capabilities and experience of the Company’s directors:
M&A/
Knowledge/
ManageFinance/
Sales/
ESG/
Legal/
HR/ Production/
New Business
Experience
IT/DX
ment
Accounting Marketing Sustainability Compliance Labor SCM/QC
Development/(Foodservice)
Overseas

Okitane Usui
Yuichi Amari
Naoki Kitagawa
Tomohide Yamamoto
Hiroki Shimizu
Akemitsu Nakahama
Masatoshi Hori
Yoko Yoshimoto
Chiaki Oda

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* Marks indicate skills each director is expected to demonstrate in particular.

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Standards for Independence of Outside Directors
Based on the requirements of independent directors specified by financial instruments exchanges in Japan,such as the Tokyo Stock Exchange, the Company shall be deemed to be independent if it is determined thatnone of the following items apply:
Business executor *1 of the Company and/or its subsidiaries (hereinafter referred to as the "Group").
Major shareholders of the Group (persons or companies etc. who directly or indirectly hold 10%
or more of the total voting rights) or those who execute their business.
3. Companies, etc. of which the Group directly or indirectly holds 10% or more of the total voting
rights, or those who execute their business.
4. Major business partners *2 of the Group or its business executors.
5. Business partners *3 for whom the Group is principal or its business executors.
6. Accounting auditor of the Group or its employee who conduct audits of the Group.
7. Consultants, accounting experts, or legal experts who have obtained large amounts of money orother property *4 from the Group in addition to executive compensation (if the person obtaining
the property is an organization such as a corporation or a union, etc., a person who belongs to theorganization).
8. A person who has received a large amount of donations by money or other property *4 from theGroup, or a business executor of a corporation or organization that has received a donation.
9. A business executor of a company or its parent company or subsidiary that accepts directors fromthe Group.
10. Those who have been subject to the above 2.-9.in last 3years.
11. Those who are close relatives, etc. *6 of persons who apply the preceding 1 to 10 above (person in
an important position *5).
1.
2.

*1
*2

*3
*4

*5
*6

Business executor is a person who has belonged to the Group in the past 10 years as executive
director, executive officer, or other employees.
The Group's major business partners are those who pay the Company at least 2% of the Company's
annual consolidated sales in the most recent business year, Business partners who have financed
the Company at least 2% of the Company's consolidated total assets at the end of the most recent
business year.
Business partners for whom the Group is principal are those who have received from theCompany, the payments of 10% or more of their annual consolidated sales in the most recent
business year.
“Large amounts of money or other property” means an amount of 10 million yen or more per year,
other than executive remuneration and other property benefits in the most recent business year. (Ifthe person who has obtained the property is an organization such as a corporation, union, etc., itshall mean money or other property profits exceeding 2% of the total income in the most recent
business year of the organization.) In the case of donations, this shall also mean the amount of 10
million yen or more and other property benefits.
A “person in an important position” means an employee who is in a position as director (excluding
outside directors), executive officer, or other managerial position.
Close relatives etc. means spouses and relatives within the second degree of kinship.

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